The Getaway
by X3 xox Sam xox X3
Summary: Will and Karen go to Karen's cabin in vermont and things might get interesting.WillKaren romance my first fan fic ever so be nice R&R!
1. Chapter 1

Disclaimer: I do not own any of the characters and/or songs in this story

Summary : This is a Karen/Will romance...

**Chapter 1:**

Will and Grace sat in their apartment eating breakfast and casually talking about what each other had planned for the upcoming weekend. " Will... this weekend is the annual holiday sale at Barney's, and we..."

" Ooooo, sorry sweetie I promised Karen I would go up to her cabin in Vermont with her."

" What? Oh come on... she invited me up there this weekend too, but I told her I couldn't go because of the Barney's sale and now you're going with her. Stay here and come shopping with ME! Plus, since when do you and Karen like each other?" Grace whined.

" Gracie, come on. It's just ever since Stan died you, me, and Jack are all she has, and since you're always with Leo and Jack is always... well 'Just Jack', her and I have kind of become friends. Not to mention Vermont is like the capital of gay love... maybe I'll meet a hot guy or two." Will winked at Grace as he got up from the table to put away his box of cereal.

" Yeah, I guess you're right... Karen probably needs this getaway anyway. I guess I'll just have to bring Leo to the Barney's sale... oh god, this should be fun Leo hates shopping... haha I can't wait he's going to go crazy! Maybe this won't be so bad after all." Grace said laughing at the thought of her husband seeing her at her most psychotic.

Just then Karen walked in cheerfully, " Hey kids!" she then turned to Grace and stared blankly at her before looking completely disgusted, " Honey, we talked about this blouse. It makes those lumps you like to call boobs look even more non existent, and that fabric I..."

" Hey Karebear!" Jack interrupted as he walked in and pranced over to his best friend.

" Hey Poodle!" she said smiling at the child like qualities of her best friend.

" Who's your daddy?"

" You are." the two often went back and forth calling each other by the numerous pet names they had for one another.

" Oh Kare, sorry about not being able to go up to your cabin this weekend, but I have a date with this really hot guy later tonight and I know we're gonna spend the rest of our lives together." Jack said jumping up and down like an overwhelmed puppy.

" Oh its okay honey. Will's going with me instead."

" Oh well that's good then, because if you guys get stranded in the cold then you can use all of his fat as an insulator." he said as he sat down on the couch trying to dodge the glare he was getting from Will.

" Oh that reminds me Karen, I thought that we could rent a car and drive up there instead of taking your limo. Does that sound okay with you?" Will said trying to break up the playful banter between Jack and Karen. He had no idea what it was that made it happen, but he always secretly got a little jealous when they played like that.

" Sure honey, whatever you want. I thought we could leave around noon today, so that way we could get up there by 3:30 or 4:00 so we could settle in and relax after the long trip."

" Sounds good to me. I'll arrange for us to get the car and I'll come by your place at 11:00 then we can go out to lunch and be on our way." Will said smiling.

" Okay, I'll see you then bye honey, bye Poodle, bye Grace." Karen said smiling as she left Will and Grace's apartment to go back to her penthouse and pack her things for the weekend.

"Yeah, I'm gonna go to the gym. Bye chunky, bye G." Jack said exiting.

Will continued to smile as he began to wash the dishes. "What was that?" Grace asked.

" What was what?" Will asked puzzled.

" You and Karen. You two smiling and laughing, and her agreeing to everything without even putting up a fight. If I didn't know any better I'd say that you two were flirting." Grace said in a mocking tone.

" What? No way, I told you we're friends. Friends smile and laugh and get along." Will said defensively.

" I know, I know! I was just saying that it was kind of weird."

" I'm uhh... I'm gonna go pack my things." Will said scurrying into his room to avoid anymore of the awkward conversation.

Grace sat at the table drinking giggling to herself about how embarrassed Will had just gotten. " Will and Karen...hmmm... no, no way that's just crazy."


	2. Chapter 2

Disclaimer: I do not own any of the characters and/or songs in this story

" Karen do you ever get tired of getting people fired? I mean that poor waitress, she said she had three kids to support and..."

" Oh I know! Isn't it great!" Karen laughed breathlessly.

Will just laughed. "Come on we'd better get going." he put his hand on her shoulder and guided her to the car. Though the winter air was freezing, he didn't notice at all because he was so concentrated on Karen still laughing about getting their waitress fired.

In the car :

"Honey turn up the heat, it's freezing in here! And why isn't this car in front of us moving?" Karen whined

"Karen, I haven't even turned the car on yet, once I do then I'll turn the heat on, and we're still parked, that car in front of us is too. Just calm down." Will smiled at how childish Karen could be, but it was one of the things that made him love to be around her. Although he didn't fully understand why, since him and Karen had become closer he found that it was more fun being around her than Jack and even Grace. They always had such a good time together.

After about a half hour of casual talking a comfortable silence had set in. Will watched the road, and Karen was leaning against the passenger door and looking out the window as the cars and skyscrapers turned into trees and snow.

"Karen?" Will asked pulling Karen out of her daze.

"Yeah honey?"

"Can I ask you something"

"Yeah of course." Karen turned to face him and was a bit nervous as to what he was going to ask her. She knew that questions that started out with 'can I ask you something' were rarely the beginning of a good conversation.

"Okay, well this is going to sound kind of mean but I promise I don't mean it that way it going to sound."

"Just ask it already Wilma!" Karen just wanted to get this over with.

"Like I said this is going to sound bad but... do you have any other friends other than me, Jack, and Grace?" Will cringed at his own harsh words. He didn't mean for it to sound that way at all. He couldn't believe how hurtful he had just sounded.

"Wh... what? You know Will if you didn't want to come you could have just said so!" she raised her voice sounding very offended.

"No! No! I didn't mean it like that I swear. Of course I want to be here with you, you're one of my best friends and I love being around you. I was just wondering who you would have invited if I hadn't come with you. I'm so sorry if it sounded like I didn't want to be here because I truly honestly do." Will tried to sound as sincere as he could. Everything he had told her was completely true, and he would never do anything to purposely hurt her.

Karen was taken aback by his sudden apologetic outburst, but once she had time to process everything that Will had said she was touched. "' Am...am I really one of your best friends? Do you really love being around me?" she asked unsurely.

"Yes of course you are, and of course I love being around you. I'm sorry if I hurt your feelings by asking you that, just forget I ever asked it okay." his eyes were focused on her. She was quiet and looking down at her hands that were placed delicately in her lap.

She looked up at him and smiled softly. "Thank you. I feel the same way about you. And honey don't worry about asking me that, it wasn't the question that hurt my feelings, it was that I thought you meant you didn't want to be here. And to answer your question, yes I have other 'friends', but none that I like very much or that I trust or that listen to me. And the listening part is even hard to get from Jack and Grace most of the time. I mean, I love them both with all my heart but they aren't the best at paying attention to other people." by the end of her little explanation her head was once again down staring at her hands that were in her lap.

"Oh Karen. I completely understand, trust me I know how Grace and Jack can be, I mean like you said I love them to death, but their combined attention span is about equal to a monkey's" they both laughed at Will's comparison to their best friends.

He continued, "To tell you the truth, lately you're the only one who I can really talk to." Will stared straight ahead at the road embarrassed at his confession.

"Oh honey, I feel the exact same way about you" she said reassuringly

"Really?"

"Really." she took his hand in hers and lightly squeezed it. He squeezed hers in response. They exchanged smiles and were silently holding hands for a few minutes when Will decided to break the silence between them.

"How about some music?" he asked and she nodded. He turned on the radio and the song 'The Real Thing' by Bo Bice came on.

"Oh I love this song." she said and he just smiled at her.

Every word I say, I mean it  
Every single day, I feel it

But sometimes when you talk  
It's obvious you want to show it  
So don't blow it

Tell me what we got, tell me it's a lot tell me it's the real thing  
Tell me not to change and always be the same, tell me that's a good thing  
It's a good thing  
Tell me not to lie, tell me not to wait  
Tell me that you want the same things as me  
Tell me that it's fate driving me insane  
Tell me it's the real thing  
That keeps me hangin on

I can read the signs between us  
I feel it inside when you come nearer  
There's a stillness in the air like no one else is there  
And every moment stays in the moment  
Yeah Tell me what we got, tell me it's a lot tell me it's the real thing  
Tell me not to change and always be the same, tell me that's a good thing  
It's a good thing   
Tell me not to lie, tell me not to wait  
Tell me that you want the same things as me  
Tell me that it's fate, driving me insane   
Tell me it's the real thing  
That keeps me hangin on 

Sometimes it hurts to watch you leave  
It feels like you're taking a part of me with you  
I never know how it'll be  
I guess it's just a mystery  
But is it the real thing (that keeps me hangin on)  
Tell me what we got, tell me it's a lot, tell me it's the real thing Tell me not to change and always be the same, tell me that's a good thing  
It's a good thing  
Tell me not to lie, tell me not to wait  
Tell me that you want the same things as me   
Tell me that it's fate, driving me insane  
Tell me it's the real thing  
That keeps me hangin on

Tell me what we got, tell me it's a lot, tell me it's the real thing  
Tell me not to change and always be the same, tell me that's a good thing  
It's a good thing  
Tell me not to lie, tell me not to wait  
Tell me that you want the same things as me  
Tell me that it's fate, driving me insane  
Tell me it's the real thing  
The real thing

They talked and listened to music hand in hand for the whole trip.


	3. Chapter 3

Disclaimer: I do not own any of the characters and/or songs in this story

The drive up to Vermont had taken longer than they had expected due to the fact that it had begun to snow quite heavily. It was about 5:00 and the sun had set about 15 minutes earlier. Karen was asleep still holding Will's hand, but the weather was getting bad, especially now that it was dark, and as much as he hated doing it he gently removed his hand from hers so he could maneuver the steering wheel with both hands.

As he removed his hand Karen who had been asleep for about 45 minutes woke up. "Oh, the snow got bad. How much longer until we get there?"

"With this weather probably about half an hour." Will said as he drove slowly down the icy road.

"Ughhh... I'm sick of being in the car!"

"I know Karen, but we'll be there soon and once we..."

"Will look out!" Karen screamed as a deer ran out in the middle of the road. To avoid hitting the deer Will swerved to the left, but the road was icy causing the car to veer off of the road and hit a tree head on.

"Oh my God Karen are you okay!" he asked panicked.

"Yeah I just hit my head. Are you okay?" she was breathing heavily, still quite shaken over what had just happened.

"I'm fine, lets get out of the car so I can get a better look at your head." as they stepped out of the car they saw that the front of the car was completely destroyed.

"Come here, let me see your head." she stepped towards him and he reached a hand towards the spot on her forehead where she hit it. He gently ran his thumb over the bump squinting because the shattered headlights were still on.

"Owww!" she yelped

"I'm sorry... you're bleeding but it doesn't look too bad. Listen, we don't get any service on our phones out here so we're gonna have to walk the rest of the way. It should only take about an hour okay?"

"Okay. You know this sucks! It's freezing, we're in the middle of a friggen blizzard, and we have no phone and no car!"

" I know, come on, the sooner we get going the sooner we get there."

After about twenty minutes of walking in the snow Karen started to get really cold and her feet were hurting her from walking the rough terrain in her heels. "Honey, I'm so cold and my feet are killing me, and so is my head. How much longer?"

"Not much longer. Come here," he held out his arm gesturing for her to come closer to him. She did so and he wrapped his arm around her hoping that it would help keep her warm.

Fifteen minutes later he could feel her shivering into his side, and she was leaning most of her weight on him because of the pain in her feet. He stopped and kneeled down.

"Honey what are you doing?" she asked confused.

"Get on my back."

"What?"

"Your feet hurt and it will help keep us both warm so hop on." she climbed onto his back and he was surprised at how little she weighed.

"God Karen do you eat?" he teased her

"Are you sure you don't mind, because I can walk if you can't carry me. It's not a big..."

"Karen it's fine, plus we'll get there sooner without you limping the whole way."

"I won't argue with you there." a gust of wind pierced through the two of them and Karen tightened her hold on Will's neck. She buried her face into the side of his neck and hoped that they would get to the cabin soon.

Forty minutes later and covered in snow they reached Karen's cabin. Karen was asleep on Will's back her face still buried into his neck. He knew she was asleep and he hated to wake her because he knew she'd had a rough night, they both had, but he needed to know where the spare key was.

He turned his head to try to look at her "Karen... Karen... wake up."

"Hmmm... are we here?"

"Yeah, where's the spare key?" she hopped off of his back and brushed the inches of snow off of a few rocks and flipped one over revealing a key. She handed it to him and he opened the door and turned on the lights.

She took off her shoes and yelped at the pain in her feet. Her cheeks were red from the sudden change of temperature, her hair was messy from the wind, and there was dry blood smeared on her forehead. She sat down on a chair that was in the kitchen and took off her coat.

Will noticed her distressed state and went to the sink got a wet paper towel and kneeled down in front of her and wiped at the blood on her forehead. She tensed up and he got it all off as gently and quickly as he could.

" I'm gonna go start a fire."

"Thank you."

"You're welcome."

"No, I mean for everything. You've been really sweet to me tonight."

"You're welcome" he said smiling at her.

Once he finished building the fire, he was about to call Karen over when he realized that she was asleep. She had her face down on the kitchen table and her arm curled around her face. Will smiled at how sweet she looked. He went over to her, picked her up and laid her down on the couch in front of the fire. He laid down on the love seat on the other side of the room.

He didn't know what was happening to him lately. "Could I be attracted to Karen?"

Authors Note : Thanks for the reviews loves! Keep them coming! I don't know how long this story is going to be exactly but its going to be pretty long 33


	4. Chapter 4

Disclaimer: I do not own any of the characters and/or songs in this story

The next morning Karen woke up on the couch and noticed Will on the love seat across the room. She tried to remember what had happened the night before. The last thing she could remember was laying her head down on the kitchen table. "So how did I get on the couch?" she looked down and saw that she was still wearing her ragged clothes from the night before and decided to go take a shower.

Ten minutes later Will woke up to see that Karen was gone. Then he heard the shower running and it was obvious where she had gone. He got up and realized that he was starving, they had walked for so long last night and when they finally got to the cabin they were too tired to eat. So he decided to make both of them breakfast.

As he was cooking the french toast Karen came out from the bathroom dressed in blue baggy sweat pants and a white and pink baggy sweatshirt. Her hair was wet and she had no make up on whatsoever, even though this was the most simple he had ever seen her, this was also the most beautiful he had ever seen her.

"What?" she asked as she noticed him staring at her.

"Nothing, it... uhh... it's just that I never thought I'd see the day that Karen Walker would wear sweats."

" Yeah well I was cold and there's no one here that's gonna see me... well except you but you know... and I..." she said defensively

" Hey relax, I was just saying, I didn't mean it as a bad thing."

"Oh, okay. Mmmm something smells yummy. What are you making?"

"French toast, if you don't like french toast I can make you something different."

"No french toast is fine honey. I was looking out the bathroom window and there's like two feet of snow out there, and its still snowing." she said sitting down at the table.

"Wow, I wonder when it'll stop. Here you go" he said as he set the plate of french toast in front of her.

"Ooo looks yummy! Is there any coffee?" she asked taking a bite of her breakfast.

"Yeah how do you like it?"

"Half and half.."

"Half and half cream?"

"No honey, half coffee half Bailey's." she said as she continued to eat.

Will rolled his eyes and got her 'coffee'.

Once they had finished breakfast Karen was looking out the window at all of the snow. Will was perplexed at her odd behavior and he went over to her to see if she was okay.

"Karen? Are you okay?"

"Yeah honey, I'm fine. I was just thinking that I kind of wanted to go play in the snow."

" Play in the snow?" he asked confused.

"Yeah, me and Jackie always go to Central Park and play in the snow after it snows a lot, and I was just thinking that it would be fun to do it here."

" I'll go out and play in the snow with you."

"Really? You would do that?" she asked surprised.

"Yeah, it sounds like fun to me. I never act like a kid, its fun to sometimes and playing in the snow sounds like fun." he smiled.

"Okay! Let's go play in the snow. I'm just gonna go get warmer clothes on." she sounded so excited Will couldn't help but laugh.

"Oh God, what have I gotten myself into?"

When they got outside the first thing Karen did was sit down in the snow and start throwing it in the air. Will intended on having more fun than that, so he made a snowball and threw it at Karen's back. It hit her and she screamed.

"Hey! That's no fair! That was a surprise attack, the queers aren't supposed to throw!" she yelled as she stood up and picked up a snowball and threw it at him. It hit right in the face and he fell to the ground. She laughed hysterically at the fact that she had hit him in the face she eventually was rolling on the ground laughing, but after a minute or so he still hadn't gotten up.

"Will? Will? Oh I'm sorry honey I didn't mean to hit you in the face I swear." she said in between giggles.

There was no response.

"Will? Will, are you okay?"

Still there was no response. She began to get worried and she crawled over to wear he was to make sure he was alright. When she reached him his eyes were closed and he was laying still on the snow.

"Will! Will! Get up! Will!" she was really scared she had hurt him and just when she was about to shake him again he sprung up on top of her and covered her in snow. She screamed and then just laughed. Will was on top of Karen and they both just laid there laughing hysterically at each other. Their faces were inches apart and Will gazed into her eyes. She was still giggling and she began to speak

"Oh honey..." but before she could say anything more his lips were pressed against hers. At first she was so surprised that she just froze, but after a few seconds she kissed him back with every bit of passion that he was kissing her with.

When they finally pulled apart they just stared at each other. " Wow." she said softly. They were both still laying in the snow, Will on top of Karen. After a few seconds, fearing that things would become awkward between them and that he had made a mistake Will began to speak.

"Karen, uhh... I... I'm sorry, you probably..." and before he could finish what she knew he was going to say she leaned up and kissed him softly on the lips. At that point he knew that he had no reason to finish what he was about to say.

"Umm... honey," she asked in a strange tone

"Yeah?" he said fearing that she had changed her mind about what had just happened.

"You're kind of starting to crush me." she giggled

"Oh sorry," he said as he got up off of her " Come on lets go inside, its freezing out here." he said as he picked her up and carried her inside.

As he was carrying her inside she wrapped her arms around his neck and rested her head on his shoulder. As sudden as this was, she knew that nothing she had ever done had felt so right as what had just happened between the two of them.

Authors Note: aww aren't they cuuute! Thanks for the reviews people... Keep 'em coming!


	5. Chapter 5

Disclaimer: I do not own any of the characters and/or songs in this story

When they got inside Will put Karen down and they both brushed off all the snow that was covering them.

"Ughh... it's freezing out there, I'm gonna go start a fire."

"Okay I'll be right in, I'm going to go change out of these wet clothes." she said as she stood up on her tip toes to give him a kiss on the cheek.

As Karen was changing she was thinking how strange things between her and Will were. Even though they had a completely platonic relationship until less than an hour ago, now that something had happened between them it was like something had always been there and it was just now surfacing. She felt so comfortable with him, even more so after the kiss.

When she finished changing she went into the living room where Will was building a fire and she saw the fireplace. There was a fire going and in front of the fireplace Will had placed a blanket and a bunch of pillows, but there was no Will.

"Will?"

"Oh, sorry I'm coming." he called as he walked out of the kitchen carrying two cups.

"What is it?" she asked as he handed one of the cups.

"It's hot chocolate... don't worry, yours is half Bailey's." she smiled and then sat down on the blanket and leaned on one of the piles of pillows. Then she set her cup down on the coffee table and he did the same before laying down next to her.

"Oh, hold on." she said as she got up.

"What are you doing?"

She walked over to the cd player and put on a cd. Then she came back over and laid back down with Will. He wrapped her arm around her and she put her head on his chest and they just laid there cuddling and enjoying each others company.

After a few minutes Karen spoke.

"Honey?"

"Yeah?"

"What are we gonna tell Grace and Jackie when we get home?"

"I don't know. What do you want to do?"

" I don't know, I don't know how well they would take it. I'm just afraid that they'll be mad and..."

He lifted her chin so that they were looking at each other.

"Karen, I don't care what they think. I feel something that I've never felt before when I'm with you, and I know that eventually Grace and Jack will get used to the idea of 'us', but until then I don't care what them or anyone else thinks. I just want to be with you. I just want to forget everyone and everything else except for here and now with you. I love you."

"You... you love me?" she asked in shock

"Yes I do, and I understand completely if you aren't ready to..." she kissed him.

" I love you too." then Karen's favorite song came on and they just laid there listening to it in each other's arms.

We'll do it all  
Everything  
On our own

We don't need   
Anything  
Or anyone

If I lay here  
If I just lay here  
Would you lie with me and just forget the world?

I don't quite know  
How to say  
How I feel

Those three words  
Are said too much  
They're not enough

If I lay here  
If I just lay here  
Would you lie with me and just forget the world?

Forget what we're told  
Before we get too old   
Show me a garden that's bursting into life

Let's waste time  
Chasing cars  
Around our heads

I need your grace   
To remind me  
To find my own

If I lay here  
If I just lay here  
Would you lie with me and just forget the world?   
Forget what we're told  
Before we get too old  
Show me a garden that's bursting into life

All that I am  
All that I ever was  
Is here in your perfect eyes, they're all I can see

I don't know where  
Confused about how as well  
Just know that these things will never change for us at all

If I lay here   
If I just lay here  
Would you lie with me and just forget the world?

Author's Note: Sorry this chapter was so short... its just a little something to tie you all over :-) Review!


	6. Chapter 6

Disclaimer: I do not own any of the characters and/or songs in this story

That evening Will and Karen had finally gotten up after laying down together all day, and Will began to make the two of them dinner. Karen sat on the counter talking to Will as he moved about the kitchen cooking their supper. They were laughing and playing games just enjoying each other's company.

"Okay, okay... my turn!" she laughed, "Would you rather lick the gum off a sidewalk in Brooklyn, or lick one of the poles that you hang onto in the subways?" she winced at the thought and then giggled as she waited for his answer.

"Karen! That's disgusting! Ughh... neither."

"No come on you have to pick! I answered yours!" she whined

"Fine... I guess the subway pole..." he made a disgusted face.

"EEEEWWW!" she said laughing. "Okay, now ask me."

"Hmmmm... let me think." he paused. "Okay what would you rather give up... your Chanel sling backs forever, or alcohol for 2 months?" he smirked at her knowing that this one would really throw her for a loop.

"WHAT? Honey that's an impossible decision! How can you expect me to choose! I mean..."

"Come on you have to pick... it's the rules." she just stared at shocked.

"I... uhh... umm... I.. I guess I'd give up the shoes!" she blurted out glad that the question was done with .

"Ohhh... nothing can come between Karen Walker and her drink." he smiled as he put a pan in the sink.

"I'm gonna get you for that one... hmmm... let me think, this one has to be _really_ good," she paused to think. "Okay, I've got one. If you had to choose between me or Grace, knowing that you would never see the one you didn't pick ever again, who would you pick?" he looked at her in disbelief. Maybe she had gone too far.

"Karen, I... I can't answer that. You and Grace are the most important people in my life, and to ask me to choose between the two of you would be impossible."

"I know that, but what if you _had_ to choose? Which one would it be?"

"Karen, I... really sweetie I wouldn't be able to choose." she started to become a bit irritated by this, even though she knew he wouldn't be able to pick, she had really hoped that he would say her. He did say that he loved her after all. She knew that it was impossible for him though, it would be like him asking her to choose between him and Jack, and she knew she wouldn't be able to choose either.

"I know honey, I'm sorry I asked, I should have known you wouldn't be able to pick between the two of us." she smiled at him apologetically, " Come on, lets play a different game."

He was kneading the dough for the bread he was making and when she suggested they play a different game, he decided that after that awkward moment they had just had that they needed a little silliness, so he stuck his hands into the bag of flour he had next to him scooped up a big handful of it and threw it at Karen who was sitting on the counter next to the sink.

She screamed and then had a coughing fit because when she went to scream she inhaled a ton of the flour. Will laughed uncontrollably at her appearance, her face was completely white, so was her hair and shoulders, and her mouth was open in shock.

"WILL!" she yelled "How could you do that? I'm gonna get you for that!" she looked around for something worse to throw at him but she saw nothing within reach. Then she looked at the sink and an evil grin came across her face. She pulled the sink hose out of its slot and pointed it directly at him, then she turned on the faucet, all she had to do now was press the button on the hose.

"You wouldn't dare." he said cautiously as he raised hid hands in the air.

"Oh wouldn't I?" she looked down at herself and saw all of the flour on her and she did it. She pressed the button and got him soaking wet.

" Karen!" he lunged toward her trying to fight her for the hose. They were both getting soaked as they wrestled each other for the hose.

"Okay, okay , okay... on the count of three we'll both let go." Will reasoned, "1... 2... 3." they both dropped the hose and looked at each other. They were both completely soaked and covered in a paste from the flour and water mixing together.

They both stared each other in the eye seriously, and as if on cue they both began laughing hysterically. They laughed at how silly they both must have looked. After a few minutes they both calmed down enough to speak.

"Oh god, look at this mess." he said referring to the once clean kitchen. There was water and flour everywhere, and all of the things that were at one point on the counter were all over the floor.

"The kitchen? What look at us! We're just as bad." she wrinkled her nose at the situation and then gave him a quick kiss on the lips. "I'm going to go take a shower. Care to join me?" she raised her eye brow at him. He ran up to her and picked her up over his shoulder and carried her to the shower laughing.

Authors Note: Sorry about the mix up before... it should be all fixed now. yeah, well read and review loves!


	7. Chapter 7

Disclaimer: I do not own any of the characters and/or songs in this story

After their shower, Will cleaned up the kitchen and the two actually ate dinner. Then they sat down in front of the fire again to talk and cuddle.

"Honey?"

"Yeah?"

"We have to go home tomorrow, so what are we going to do about Jack and Grace?"

"I don't know sweetie, do you think we should tell them?"

"I'm not sure, because if we don't they're going to find out sooner or later, and I don't want to sneak around and only be able to see you when they won't know about it, so I'm thinking maybe we should tell them. What do you think?"

"I think they're going to be surprised, and maybe not take it too well, but like you said; I think it may be for the best." he said as she laid her head down on his chest and he stroked her hair.

"Yeah." she sighed

"Okay then, its settled. Tomorrow when we get home we tell them about us and no matter what their reactions are, we stay together. Deal?"

"Deal." she said as she smiled up at him then leaned up to kiss him.

Karen fell asleep wrapped in Will's tight embrace and he watched her sleep tracing invisible patterns on her back with his hand, thinking about the big day they had ahead of them.

The Next Day :

Karen woke up the next day to the sweet smell of chocolate chip pancakes and the sound of bags being zipped. She stood up and walked into the bedroom where Will was packing up their things.

"Morning Honey."

"Hey, did you have a good night's sleep?" he kissed her forehead.

"Yeah." she smiled. "How long have you been up?"

"Long enough to make breakfast and pack both of our bags. Oh, and I also called driver, he's going to be here at 11."

"Oh yeah. I had completely forgotten that we don't have a car. That seems like it happened so long ago."

" I know, it's weird. Come on, lets go eat before the pancakes get cold."

By the time they had finished eating and getting everything situated, it was eleven o'clock, and driver was waiting for them. He put Karen and Will's bags in the trunk, and the couple entered the limo hand in hand as if they had been together for a lifetime. A couple of hours had passed and when they were getting closer to the city Karen began to get nervous about telling Jack and Grace.

"Honey, maybe we shouldn't tell them right away."

"What do you think we should do then?"

"Maybe we could take them both out for drinks and tell them then, you know so it's not so sudden."

"That sounds like a good idea." he smiled at her reassuringly. She looked nervous so he took her hand in his and stroked her palm gently with his thumb.

Will & Grace's Apartment :

Grace and Jack were sitting on the sofa watching TV when Karen and Will walked in simultaneously laughing.

"Hey you two!" Grace said as she and Jack went over to say hello to their two best friends. "Looks like you guys had fun."

"Yeah we did." Will said smiling at Grace.

"Hey, let's go out for drinks. I haven't had a good drink in hours." Karen proposed to the group.

"Yay! Hey Kare, let's go to that new karaoke bar downtown. There's this waiter who works there and he us CUTE with a capital Q!"

"Okay Poodle, whatever you want." she said as they all began to exit the apartment.

"Ooo karaoke?" Grace sounded excited.

"Honey, isn't that outfit embarrassing enough?" Karen said as she closed the door behind them

At The Bar :

The four sat down at a table, so they could have a good view of the stage. A bunch of mediocre singers were singing classic karaoke songs that the DJ would tell them to sing, the over all atmosphere was quite funny Will had to admit. They all ordered their drinks and Will began the conversation.

"Ummm... guys, there's something that Karen and I need to talk to you about." he said this in a tone much like one of a young boy confessing to his mother.

"What is it Will? Is everything okay?" Grace asked concerned.

"Yeah, everything is great actually. It's just well, when we were up at the cabin Karen and I realized that we sort of have feelings for each other." Grace and Jack looked at him puzzled.

"What do you mean 'feelings'? What kind of feelings?" Grace asked irritated.

"Romantic feelings. Grace, we love each other." Grace and Jack both just stared as Karen put her hand on Will's shoulder.

"What?" Grace and Jack shouted.

"You and Karen! I don't believe this! You... I... this is never going to last! You know that right? You know that she's going to dump you after a week right?" Grace screamed angrily.

"Honey, I would never do that to him!" Karen said offended

"Yes you would." Jack piped in.

"Jack? I can't believe you of all people would say that to _me_!"

"Well he's right!" Grace retorted.

"Don't you dare speak to her that way!" Will stood up angrily.

"Come on Will, Karen's always been a whore! You know it's the same this time!" Grace scoffed

"A whore?" Karen stood next to Will, both of them fuming with anger.

Just as they both had stood the DJ asked for two volunteers to sing a duet. And when he saw Will and Karen stand he assumed they were volunteering. The spotlight shined on the two of them an they looked at each other confused.

"Come on you two!" the DJ shouted. Two men ushered them on stage and directed them to sing the words off of the Teleprompter, they tried to decline, but the DJ ignored them and before they knew it all eyes were on them and the music began to play.

"This is unbelievable." Grace huffed from their table where her and Jack remained.

Then they began to sing.

**Will**:   
We're soarin', flyin'  
There's not a star in heaven  
That we can't reach

**Karen**:  
If we're trying  
So we're breaking free

**Will**:  
You know the world can see us  
In a way that's different than who we are

**Karen**:  
Creating space between us  
'Til we're separate hearts****

Both:  
But your faith it gives me strength  
Strength to believe  
**Chorus #1**  
**Will:**   
We're breakin' free  
**Karen**:   
We're soarin'  
**Will**:   
Flyin' **  
****Both: **  
There's not a star in heaven  
That we can't reach  
**Will**:  
If we're trying  
**Both**:  
Yeah, we're breaking free  
**Will**:  
Oh, we're breaking free**  
Karen**:  
Ohhhh  
**Will**:   
Can you feel it building  
Like a wave the ocean just can't control

**Karen**:   
Connected by a feeling  
Ohhh, in our very souls**  
Both: **  
Rising 'til it lifts us up  
So every one can see****

Chorus #2  
**Will**: We're breakin' free  
**Karen**: We're soarin'  
**Will**: Flyin'  
**Both: **  
There's not a star in heaven  
That we can't reach  
**Will**:  
If we're trying  
Yeah we're breaking free  
**Karen**:  
Ohhhh runnin'  
**Will:**   
Climbin'  
To get to that place **  
Both:**  
To be all that we can be  
**Will:  
**Now's the time**  
Both:**  
So we're breaking free**  
Will:**  
We're breaking free  
**Karen: **  
Ohhh , yeah  
**Will:**   
More than hope  
More than faith  
**Karen:**  
This is true  
This is fate  
And together****

Both:   
We see it comin'  
**Will**:   
More than you  
More than me****

Karen:  
Not a want, but a need**  
Both: **  
Both of us breakin' free

**Chorus #3  
Karen:**

Soarin' **  
****Will:**

Flyin'   
**Both:**  
There's not a star in heaven  
That we can't reach  
If we're trying  
**Will**: Yeah we're breaking free**  
Karen: **  
Breaking free  
Were runnin' **  
****Will: **  
Ohhhh, climbin'**  
****Both: **  
To get to the place  
To be all that we can be  
Now's the time**  
Will:** Now's the time**  
Karen:** So we're breaking free**  
Will:** Ohhh, we're breaking free**  
Karen:** Ohhhh****

Both:   
You know the world can see us  
In a way that's different than who we are

Author's Note: Hey I hope you like it, I know its kind of dorky lol... but yeah... sorry it took so long to update I was in Pennsylvania for 5 days and I didn't have a chance to write. Review loves!


	8. Chapter 8

Disclaimer: I do not own any of the characters and/or songs in this story

After their little performance, Will and Karen went back to the table to try to reason with Grace and Jack. They walked over hand in hand, Karen wanted to give them more time to cool down but Will knew that they needed to settle this once and for all, so he was dragged Karen over to their table and glared at Grace. Karen knew that Grace was much more mad at her than she was at Will, so she decided to shield herself behind Will.

"We need to talk about this." Will said trying to control the anger he felt towards her.

"I don't have anything to say to either of you." Grace said coldly.

"What the hell is your problem Grace?" he yelled.

"You know exactly what my problem is!"

"I thought best friends were supposed to support each other?" at that Grace stood up and begin yelling at him.

"Yeah well you have Karen for that until she ditches you like she does everyone else!"

"You are being completely ridiculous! And what about you Jack? After all of the things Karen has done for you, after all of the times she's been there for you, the times we've both been there for you, you don't have the decency to be there for us?"

" I love you both, I really do, but I know this isn't going to work and you should know that too." he said somewhat sadly. He really did feel bad, but he didn't think that the two of them as a couple would ever work.

"He's right Will, I mean, come on your gay!"

Karen watched the tremendous argument in amazement. She couldn't believe this was happening. She could feel her heart beating a mile a minute in her throat, then a sharp pain went through her right side and she painfully clutched Will's shoulder. Sweat collected on her brow, and the room began to spin, she could hardly breathe. All she could hear was Will and Grace continuing to yell at one another.

"Will!" she screamed. All three of them turned around to see what was wrong.

"Oh my God, Karen what's wrong?" Will said worried. Her face was pale and he out his arm around her for support.

"I... I..." she gasped for air and held her side, then she collapsed to the floor.

"Karen! Somebody call 911!" he screamed as he held her limp body close to him.

Will, Grace, and Jack all waited in the hospital waiting room silently. None of them had said a word to each other since they had gotten to the hospital and the doctors took Karen away.

"She's going to be okay right?" Will said sadly.

"I hope so sweetie." Grace rubbed his back. Even though the four of them had just had the biggest they'd ever had, they loved each other and intended on being there for each other in times of need.

"Yeah Will, Karen's a strong person, whatever may have happened to her, she's going to be fine." Jack said comfortingly.

"Will, I'm really sorry about before, it's just I thought you guys were just going to call yourself a couple for a week and then be done with it. I thought it was just a phase, but now that I see how worried you are about her, I know that you really love her."

"I know Gracie, thank you." he hugged her.

"I'm sorry too Will, you guys have always been there for me and I should have supported you. I'm sorry." he hugged Will as well.

"God I hope she's okay." Will said again.

"I can't even begin to imagine what life would be like without Karen around." Jack sighed.

"I don't want to." Grace said sadly.

"Don't say that. I don't even want to think about it. She's going to be fine." Will said trying to convince both of them and himself.

An hour later a doctor walked into the waiting room and approached the three of them.

"Hello I'm Dr. Scavo, are you with Mrs. Walker?" he asked.

"Umm, yes, is... is she okay?" Will stammered.

"Yes, she's going to be fine." they all let out a sigh of relief. "Mrs. Walker just had a severe anxiety attack which triggered an appendicitis attack. It was most likely brought on by a large amount of stress that she may have been experiencing." he smiled at them reassuringly.

"Can we see her?"

"Yes, but we needed to operate because of the appendicitis, so she's still a bit drowsy. Right this way, I'll take you to her room."

"Thank you so much." Will said as they followed the doctor to Karen's room.

"You're very welcome. Mrs. Walker is lucky to have friends like you that care so much for her." he said stopping in front of the door to Karen's room. "You can go on in."

"Thank you."

When they entered the room Karen was asleep, and they went over to her bedside and Will took her right hand in his and Jack went to the other side and took her right, while Grace sat at the foot of the bed. Karen opened her eyes and smiled at the three of them.

"Hey kids, everything's okay I take it." she said groggily.

"Yeah, we're fine sweetie, did the doctor talk to you?" Will said brushing her hair out of her face.

"Yeah, he talked to me. And he said this happened because of a 'large amount of stress', which means you guys' insanity actually hurt someone." she smiled. The four of them laughed.

"Yeah, about that Karen, we're really sorry. We realize now that you and Will really love each other. And umm... I'm sorry I called you a whore. I never thought you were a whore."

"Oh, it's okay. Forgive and forget right honey." she winked at Grace.

"Come on Jack, let's leave these two alone." Grace said standing up. She walked over to Karen and gave her a hug goodbye. "Feel better Kare."

"Get well soon Karebear." Jack gave her a kiss and they both said goodbye to Will, and then left.

"Come lay with me." she patted the side of the bed.

"Karen, you just got operated on, you need to heal."

"Please..." she pouted.

"Karen..."

"Please... if you love me you will." she continued to pout.

"Fine, but if I hurt you just let me know okay."

"Okay." she smiled.

He climbed into bed with her gently and wrapped his arms around her. She nuzzled into the crook of his neck and closed her eyes. He stroked her hair and she soon fell asleep. He sat there thinking about how scared he had gotten when he thought about losing Karen. He had never felt this way about anyone before. He needed to show her how much he really did love her. Then he fell asleep as well.

Authors Note: I hope you enjoyed! Review kiddies!


	9. Chapter 9

1Disclaimer: I do not own any of the characters and/or songs in this story

The next morning Will woke up still holding Karen in his arms, a nurse walked in to give Karen her medication, but saw that Karen was still asleep and Will was still there, so she apologized.

"Oh, I'm sorry. I was just going to give Mrs. Walker her medication, but I can come back later."

"No it's alright, I was just leaving. When she wakes up can you please tell her that I had to run some errands and I'll be back this afternoon to bring her home."

"Yes, of course." she smiled, "and the doctor said that Mrs. Walker can be taken home at around 2:00."

"Okay, thank you." Will said as he kissed Karen on the forehead and then left.

Will went over to his and Grace's apartment to shower and get ready. He had a big day planned.

When he was finished getting ready he went over to Jack's apartment to ask him for his help.

"Hey Will." He said as he answered the door.

"Hi Jack, I uhhh… I need your help."

"What's your problem? Just realize you're fat…"

"No, I need you to go shopping with me, I need your help."

"Oh, so you just realized you have terrible taste."

"No! I need to buy something for Karen, and I need you to help me pick it out."

"What are you gonna buy for her?" Jack asked innocently

"What's with the third degree!" Will said frustrated.

"Well I can't help you pick something out for her if I don't know what it is I'm trying to pick out… duh." He said childishly.

"A ring! Okay? I want to buy her an engagement ring! There are you happy!" Will yelled

"Oh… my… God…" Jack stared at him with his mouth wide open

"I know you probably think it's too soon, but I love Karen… so much. And I can't imagine the rest of my life without her in it, especially after what happened last night. It made me realize just how much I need her, and I know you probably think it's a bad idea but I…" he stopped when Jack's open mouth shifted into an enormous smile.

"Will's getting married!" he clapped his hands and spun around in a circle as he jumped up and down.

"Yeah well only if she says yes…" he said as he looked down at his feet.

"Umm duh! Of course she'll say yes! Trust me, I know Karen better than anyone, and if she didn't really love you she wouldn't have had an anxiety attack last night worrying about if you two were going to be able to be together. She loves you."

"Thanks Jack." He said as he gave him a hug. "You know, I think that's the nicest thing you've ever said to me."

"Yeah, you're probably right. It's the only nice thing I've said to you that wasn't a lie." He smiled. Will just laughed.

"Come on Jack, let's go to Tiffany's."

"Yay!"

After spending three hours picking out the perfect ring for Karen, Will dropped Jack off at his apartment, and then went to pick Karen up from the hospital to bring her home. On his way over to the hospital he opened the velvet box that contained the ring, and studied it. It was a platinum band with diamond chips all around it, and one large square cut 12 karat diamond in the center. It was the most amazing piece of jewelry he had ever seen, for the most amazing person he had ever met. Jack had assured him that she would say yes, but he couldn't help but wonder. What if she said no?

When he got to the hospital he stepped out of the cab and his stomach was in knots. Even though he wasn't going to ask her until later on that night the nerves had set in already. He walked through the hospital to Karen's room; he was nervous but also happy to be there. He hadn't seen her all day and he had felt bad for leaving her the way that he did, so he was quite eager to see her.

He entered the room to see Karen arguing with a nurse. Neither Karen nor the nurse had noticed that he entered the room. He couldn't help but smile at the situation. It was so genuinely Karen.

"Mrs. Walker, you have to take your medication if you want to heal properly." The nurse tried to reason with her. Will could tell that the nurse had been doing this with her for sometime now.

"I don't wanna!" she whined. The nurse sighed, obviously getting quite frustrated. Will decided that this would be a good point to jump in. He walked over laughing and put his hand on the side rail of the bed.

"Will!" she yelled happily. He gave her a kiss and then looked at the nurse. Her hand was on her forehead and she sighed heavily. Then he looked back at Karen again.

"Sweetie, what's wrong?"

"I don't want to take it" she pouted.

"Mrs. Walker the doctor said you…" Karen just mocked her. "Mrs. Walker please!" the nurse said, she sounded like she was on the verge of tears, and at that Karen began to giggle.

"Here, I'll make sure she takes it." Will said taking the medication from her.

"Thank you." She sighed then she ran out of the room.

"Trader." Karen glared at him then smiled.

"What's the matter? You've never had _any_ trouble taking pills before." Karen took the pills and water from Will and downed them in one gulp.

"There." She smiled.

"What… you… why didn't you just do that in the first place?" he asked confused.

"I just wanted to make her mad." She giggled devilishly. Will just laughed.

"You are such a little trouble maker." He continued to laugh. She just smiled proudly at her accomplishment.

"Can I go home yet?"

"Yeah, come on lets get you ready then we can talk to the doctor and get you home."

She stood up and got out of bed. Will leant down and kissed her softly, she deepened the kiss and he entangled his fingers in her hair. When they finally parted he smiled down at her. He knew that he was making the right choice in asking her, he loved her and she loved him.

Author's Note: Sorry I took so long to update… I have finals this week, and I've been really busy. I hope you enjoyed! Review loves!


	10. Chapter 10

1Disclaimer: I do not own any of the characters and/or songs in this story

After they talked to the doctor Karen was able to go home, and Will was becoming more and more nervous by the second.

"Ughhh, thank god I can go home. I think my body had a reaction to all of the synthetic fabric in the hospital gowns. I think they burnt my skin." She said sarcastically

"No, the burning was probably just the holy water that nun threw on you when she accused you of being Satan." Will said recalling the moment when they were talking to the doctor earlier, and a nun walked into the office, saw Karen give her a dirty look, and then went nuts screaming and throwing holy water all over Karen.

"Hey! I'll say the same thing to you that I did to that nun and all of the other religious groups that have said that to me. I am not Satan!"

"No sweetie, you're only his mistress." He smiled as she hit his side playfully

When they reached Karen's manse, she got out of the limo but Will didn't get up.

"Honey, aren't you coming?" she asked confused.

"No, I have to do something at my place; can you come over around eight?"

"What… why? Why can't you come with me now?" she asked sadly

"Because I'm cooking you a surprise dinner and I want it to be special… do you mind if driver brings me home before he comes back?"

"No, of course not. Well, I guess I'll see you later then." She frowned. Will stood up out of the limo and gave her a kiss on the forehead.

"I'll see you later, oh and dress nicely for tonight." And with that he was on his way home to prepare for the biggest night of his life.

When he got back to his apartment Jack was there eagerly waiting for him.

"Hey, did you get all of the stuff?" Will asked.

"Yeah, twelve dozen long stem red roses, a bunch of candles, and a bottle of Karen's favorite champagne."

"Oh my God, thank you… you're a life saver!" Will said hugging him.

"You're welcome, now I'm out of here, you only have three and a half hours to get ready, you better get moving mister. Oh, and good luck!" Jack smiled at him and then left him to prepare.

He decided that first he was going to get their meal going. He was making Karen's favorite dinner, penne pasta with asparagus and garlic chicken in a cream sauce. He finished making dinner and left it on the burner to keep it warm until it was ready to be eaten. He wished it was a nicer night so they could have eaten on the balcony, but it was early March, and it was forty degrees out and pouring. It was not the night to be outside. By the time he had finished making dinner, he had two hours left and he was beginning to get _really_ nervous.

Next he decided to get the apartment ready. He put the roses all around the living room and scattered rose petals on the floor and the dinner table. He put the candles all around the room as well, and then put the champagne on ice. He didn't want to light the candles until right before she got there. When he finished all of that it was 6:45… an hour and fifteen minutes left.

Finally he got himself ready. He showered and got dressed. By the time he finished trying to make everything including himself look perfect for the evening. It was 7:45, and he called Karen to see if she had left yet.

"Hello?"

"Hey sweetie, I was just calling to see if you had left yet."

"I was just leaving; I'll be there in like ten minutes."

"Okay, see you then."

"Bye honey."

When he hung up the phone he felt like he was going to throw up. Karen would be there in ten minutes, and his life would change forever. Although he was incredibly nervous, he knew that he was doing the right thing, he loved her more than he ever thought he could love someone. He lit all of the candles, turned on romantic music, and then waited.

Before she left she looked in the mirror to make sure she looked okay.

"How do I look Rosie?"

"You look stunning Miss Karen." Rosario said smiling. Karen was wearing a black, knee length, halter dress with no back. She was wearing a diamond necklace with matching studs, and her hair was down around her shoulders.

"Thanks… I do don't I?" Karen said looking in the mirror. Rosario just rolled her eyes and ushered her to the limo.

When Karen arrived at Will's apartment she heard the music and smiled. Then she knocked on the door. Will opened the door and her mouth dropped open. She couldn't believe how incredible everything looked. It was like she had stepped into one of those sappy romantic movies, she loved it.

"Wow" she whispered. He smiled at her reaction.

"You look amazing."

"I can't… you… how did…? This place looks incredible." She said awestruck.

He took her hand and led her over to the table so they could eat.

When they finished eating Will led Karen over to the sofa where he sat her down.

"Okay, close your eyes; I have one more surprise for you."

"Okay… they're shut, now what is it?"

Will got down on one knee and got the ring out of his pocket; he opened the box and held it out in front of her. He took a deep breath.

"Okay open your eyes." She opened her eyes slowly and gasped.

"Karen Walker, will you marry me?" her eyes widened and before he knew it she stood up and ran out the door.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

She ran down the stairs, through the lobby, and into the wet streets. She ran until the building was far out of sight then she stopped. She was soaking wet and she cold, but she knew she couldn't go back home yet, it was too soon. She wasn't ready to face the one thing that scared her more than anything, so she wandered through the city, thinking. She liked the fact that it was raining, that way nobody could see that she was crying.

I've been searching for a reason  
And I'm running out of time  
I can feel that it's the season  
It's time to make up my mind

And I can't really tell you what I'm gonna do  
There are so many thoughts in my head  
There are two roads to walk down and one road to choose  
So I'm thinking over the things that you've said  
Thinking over the things...

I'm thinking over  
Thinking over  
Thinking over  
The things that you've said  
And I'm thinking over  
Thinking over  
Thinking over the things...

Am I ready for forever?  
Oh, God, show me a sign  
'Cause if we're to be together  
Then it's got to be divine

And I can't really tell you what I'm gonna do  
There are so many thoughts in my head  
There are two roads to walk down and one road to choose  
So I'm thinking over the things that you've said  
Thinking over the things...

I'm thinking over  
Thinking over  
Thinking over   
The things that you've said  
And I'm thinking over  
Thinking over  
Thinking over the things...

He wants to marry me  
Carry me far away  
He wants to love me for life  
He wants to be with me  
Every morning I awake  
He wants to hold me through the night

Father, which way should I go?  
I cannot clearly see  
Oh, I love him so  
But only you know if he's the one for me

Thinking over  
The things that you've said  
I'm thinking over  
Thinking over  
Only you know if he's the one for me

I cant really tell you  
What I'm gonna do  
There are so many thoughts in my head  
There are two roads to walk down  
And one road to choose  
So I'm thinking over  
The things that you've said

Thinking over  
Thinking over

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Will felt awful; he loved Karen so much, and he knew she loved him, and he may have just ruined it all. He felt like someone had just punched him in the stomach. He hated himself. He went across the hall and knocked on Jack's door. Jack opened the door and looked at Will worriedly.

"Will? What happened?"

"She… she ran." He said blankly.

"What? Where did she go is she okay?"

"I don't know. It was like two hours ago, and I asked her and she just got up and ran out the door."

Jack picked up the phone and called Rosario.

"Hello?"

"Rosario… has Karen been home?"

"No, she hasn't been here since she left for Mr. Will's"

"Okay, call me if she gets home okay?"

"Alright, I will"

Jack hung up the phone and looked at Will.

"She hasn't been home."

"What?" this snapped Will out of his trance. Even though he was heartbroken about what had happened he still loved Karen and intended on doing anything he could to protect her.

"Jack, it's been two hours and she hasn't been home yet. She's probably still out there in the freezing rain… we need to go find her."

"Let's go."

The two split up so they would find her faster, and both promised to call each other if one of them found her. Will was worried sick, if anything happened to her he would never be able to forgive himself. They had both been looking for over two hours, and it was past midnight. Will's phone rang and he was hoping to God that it was Jack saying that he found Karen.

"Jack? Did you find her?"

"No, but I think we should go home and look for her there. Maybe she went back there."

"Okay, you go, but I'm going to keep looking."

"Are you sure?"

"I have to." And with that he hung up the phone.

He looked for another half an hour. It was still raining and he was beginning to give up hope. Then he looked across the street and he couldn't believe it, there she was. He ran across the street over to the bench she was draped across. She was sopping wet, her lips were purple, and her eyes were barely open. He took off his jacket and put it around her bare shoulders, then he scooped her up into his arms and carried her home.

Author's Note : Sorry that took so long… I hope you liked it! Review loves!


	11. Chapter 11

1Disclaimer: I do not own any of the characters and/or songs in this story

When Will got back to his apartment with Karen she was asleep, or passed out he didn't really know. Her arms were wrapped loosely around his neck and her face was resting in the crook of his neck. It broke his heart, he couldn't imagine himself without her; he swallowed the lump on his throat and held onto her tighter. He reached his apartment and put Karen down in Grace's old room. He kissed her forehead and went to his room to get some sleep.

The next morning Karen woke up and realized where she was and what happened. She choked back tears when she recalled the events that occurred the night before. She felt awful, she loved Will, more than she ever thought it was possible; but she was afraid, she was afraid that history would repeat itself, like it always did. She hadn't had the best experiences when it came to her love life and she knew that she couldn't go through the pain that she once went through again. But she loved him, and she knew that he was different than the others. She had to tell him the truth. She got up and walked into his room; he was still asleep, so she climbed into the bed and nuzzled into his side waking him up.

He sat up slowly wondering if he was dreaming. He couldn't believe that she was there. He looked at her and saw that she had tears in her eyes.

"I'm sorry." She whispered. A single tear rolled down her cheek, and he wiped it away with his thumb. Then she began to speak again,

"I love you, so much, and I do want to spend the rest of my life with you. It's just, I've had a pretty bad past when it comes to marriage, and I get so scared. Even though I know you're not anything like any of the other men I've been with, I can't help but be afraid. I've been through things that I wouldn't wish on my worst enemy, and I know that's not going to happen with you but even thinking about it scares me. So, I'm sorry and I do want to marry you, if you still want to that is. I love you." She finished, trying her hardest not to breakdown.

"Karen, of course I still want to marry you. I love you more than you could ever imagine. You don't have to be afraid. I would _never_ do anything to hurt you." He kissed her, and held her close. They smiled at each other, but her smile soon faded.

"I think the only way I'm going to get over my pats is to tell you."

"I think you're right, and remember you can tell me anything." He said stroking her cheek.

"Okay, well let's start from the beginning, my first husband." She took a deep breath. "I've never told _anyone_ any of what I'm going to tell you so…"

"I know. It's okay, you can tell me."

"Okay, well when I met my first husband I was 24 and he was 28. I young and stupid, and I had no idea what love was, but I thought I'd found it. We dated for a year and then decided to get married. I thought we were doing well, but one day the police came to my door and asked to talk to me. They told me that my best friend LeeAnn was murdered, and my husband was the main suspect because they were seen together at a bar the night she was killed. He was found guilty, and I obviously divorced him."

"Oh my God Karen, I had no idea…"

"It's okay, it was a long time ago. I'm over it." She reassured him. He was shocked. He had no idea Karen had been through anything like that.

"Well you know everything that happened with Stanley, so I guess this is the last one." She took a deep breath, "This one is going to be hard, so just bear with me."

"It's okay, take your time." He said noticing that she was obviously very uncomfortable.

"Okay, here goes. When I met my second husband I was 26 and he was 35. We got married after dating for two years, and I thought I knew him really well. I obviously developed trust issues after my first marriage, but I felt so comfortable with him and we got married. We'd been married for a year, and he had a good job right from the start, but that's when he started becoming really successful. But with the success came a lot of stress for him and we would fight, and he would take all of his anger and stress out on me. One night we got in a really big fight and he hit me. He just back handed me right across the face. I had a black eye and I told everyone that I told a woman her shoes were ugly and she punched me. They all bought it of course, and no one questioned it. Then he started hitting me more often, each time it got a little bit worse, and each time it became more frequent. After about 4 months he hit me every night. Sometimes he would really hurt me too. I'd be on the ground crying, and he would just keep kicking me. It was awful. Then, one day I found out that I was pregnant. I was so happy, I thought that once he knew I was pregnant he would be happy, and wouldn't hit me anymore. I was wrong. I told him and he screamed at me saying that I planned it without telling him just so I could make him angry, and he beat me. He beat the shit out of me. It was far worse than any of the other times. He was throwing things at me. He threw a vase at me and it shattered, a bunch of the glass cutting my face. Then he threw a chair at me, I fell to the floor and couldn't breathe. He kicked me a couple of times then left. I saw that there was blood everywhere so I crawled to the phone and called 911. It turned out he fractured my jaw, broke my collar bone, broke three of my ribs, made one of my lungs collapse, and I lost the baby. I've never been through anything worse than that."

By the time she finished there were tears spilling down her cheeks. Will's eyes were threatening to spill over with tears as well. It broke his heart to think that anyone could ever do that to another person, let alone Karen.

"Oh my God, Karen… baby I am so sorry, I am _so_ sorry…" he didn't know what to say. He held her close to him as she cried.

"Karen, you have to trust me. I would _never_ do anything to hurt you. I love you, and it breaks my heart hearing all of that, you have to believe me." He finished

"I know, I love you too." she said softly.

He sat there holding her until the pain of her past was paralyzed enough by his love.

Author's Note : Kind of depressing I know… but they're back together:-) ! I know you've been waiting for this one... thanks for all of the reviews kids, keep it up!


	12. Chapter 12

1Disclaimer: I do not own any of the characters and/or songs in this story

Will and Karen stayed in Will's bed for the entire day, he had taken the day off from work so they could be together, especially after the confession that she had made to him. They just laid there talking and cuddling.

Although Karen was the type of person who tried to hide the fact that her past was real, talking about it with Will made her feel so much more comfortable with their relationship. Usually when Karen had the chance of a serious relationship with someone she would find some way of screwing it up to avoid the pain that she thought was inevitable. It was different with Will though, right from the start she had felt a higher level of trust with him than she had most people, but now that she had told him about her past she felt more trust than she had ever felt in her entire life, and she couldn't be happier.

"Kare?" he broke comfortable silence between them as they lay wrapped in each other's arms

"Yeah honey…"

"You aren't going to leave right?"

"What do you mean leave?"

"I mean… you trust me right? You aren't going to get scared one day that I'm going to break your heart and leave right?

"Honey… I love you, and I trust you more than I've ever trusted anyone in my entire life. You're the only person in the world that I know is worth getting past my fears and insecurities for. I could never leave you. I know when you proposed last night I ran, but I was scared, and I wasn't thinking. I know now how powerful my love and trust for you is, and how amazing you are, and I could _never_ leave that."

He smiled at her words then kissed her softly.

"I love you too… so much. You can't even imagine how scared I was last night when I thought I'd lost you. I felt like I had no reason to live. It was like someone took away my soul. I… I don't even want to think about it. Karen, I'd die without you." He finished

She kissed him deeply then laid her head on his chest, listening to the beat of his heart.

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The next day Karen woke up in Will's bed alone and with a note on the nightstand.

_Karen, _

_I went to work… meet me at my office for lunch at noon_

_I'll call you later on. I love you, _

_Will xoxox_

She smiled at how simple and sweet the note was. It sounded like they were truly a couple. Then it hit her. "Oh my God…. Will and I are getting married." It hadn't quite sunk in yet, the thought was so overwhelming that she couldn't help but smile hugely.

Karen decided that she would go into the office and try to break the news to Grace, Will had told her on the phone that morning that Jack stopped over for food that morning and he told him then, so he said he would leave to her to tell Grace. Karen was nervous about how Grace would react. Even though she fully accepted them as a couple, Karen feared that Grace would be pretty mad about their engagement.

"Hey honey." She said as shyly she entered the office.

"Hey Karen" Grace smiled.

"Gee you look real pretty today honey… I love those polka dots…" she said letting on that she was nervous. She couldn't believe that she complimented that blouse it was awful.

"Okay, what's the matter with you?"

"What do you mean honey" she giggled nervously.

"You come in here all innocent and sweet, you compliment my clothes, you're acting all nervous… this is not the Karen Walker I know, what's up?"

"Okay, well I have something to tell you, and I don't know how you're going to react so…"

"Karen just tell me. I'm your friend and I love you no matter what, so come on and tell me already because I have a ton of work to do on the Watson place… I have to redo the whole layout because he didn't like the carpet and…"

"Will and I are getting married!" she blurted out. Grace began to ramble and she thought it was her only chance.

Grace just stared at her in awe.

"Oh… Honey please don't be mad. We really do love each other… so much, and…" she was cut off when Grace came up to her and hugged her.

"Karen… I'm not mad, I know now how much you guys love each other and I couldn't be happier for you." They both smiled at each other.

"I'm getting married…" she said still trying to grasp the concept in her mind.

"You're getting married… to Will!" Grace screamed excitedly.

Karen and Grace talked a little bit more before Karen left to go meet Will for lunch. She walked into his office with a huge grin on her face. Knowing that Grace approved made her whole day.

"Hey sweetie" he said as he walked over and kissed her.

"Hi honey." She smiled

"What's with the big smile… did you take too many mood elevators again?" he teased.

"No silly, I talked to Grace and I told her about the engagement and she couldn't be happier for us."

"That's great sweetie." He kissed her again.

"So, where are we going for lunch?"

"Come on I'll show you." He lead her up to the roof of the building.

"Honey, where in the hell are you taking me?' she asked confused.

"You'll see." He said coyly.

When they got to the roof Will put his hand over Karen's eyes and led her over to where he had set up a picnic just for the two of them. When he uncovered her eyes she gasped. There was a blanket laid down with two candles in the middle of it and a basket of food to the left of it.

"Oh honey, this is so sweet."

"Do you like it?"

"I love it." She said as she kissed his cheek.

They sat down on the blanket and had their lunch. When they were finished they laid down next to each other and just talked.

"Oh, I almost forgot."

"Forgot what?" she asked him confused. They both sat up. He pulled a small velvet box out of his pocket and opened it.

"I never gave this to you." She smiled and held out her hand as he placed the ring on her finger. She leaned in and kissed him softly on the lips. "I love you." She said.

"I love you too, and I can't wait to spend the rest of my life with you."

They kissed once again, both knowing that no matter what may happen in years to come, they would always have each other.

_If you want to see the rainbow _

_You have to make it through the rain_

_If you want to see **true love**_

_You have to make it through the pain_

_XXXXXXXXXXXXXXXXXXXXXXXXXXXX_

_Take love, _

_Multiply it by infinity_

_And take it to the depths of forever_

_And you still only have a **glimpse** of how I feel for you_

THE END

Author's Note: That's it guys… sorry that took so long…, I had the worst writers block throughout like half of this story lol…. Thanks for all of the amazing reviews kids! Keep 'em coming. I'm going to be starting my next story soon… and don't worry it will be much better than this one.


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